NOTICE TO THE ANNUAL GENERAL MEETING OF QPR SOFTWARE PLC - Seite 3

Resolution on the remuneration of the Auditor 

The Board of Directors proposes to the General Meeting that the fee of the auditor be paid according to a reasonable invoice. 

Election of the Auditor 

The Board of Directors proposes to the General Meeting that Authorized Public Accountants KPMG Oy Ab be re-elected as the Company’s auditor. KPMG Oy Ab has announced that Petri Kettunen, Authorized Public Accountant, would act as the principal auditor. 

Authorization of the Board of Directors to decide on share issues and on the issue of special rights entitling to shares 

The Board of Directors proposes to the General Meeting that the General Meeting authorizes the Board of Directors to decide on issuances of new shares and conveyances of own shares held by the Company (share issue) either in one or more instalments. The share issues can be carried out against payment or without consideration on terms to be determined by the Board of Directors. The authorization also includes the right to issue special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, which entitle to the Company's new shares or own shares held by the Company against consideration. 

Based on the authorization, the maximum number of new shares that may be issued and own shares held by the Company that may be conveyed in share issues or on the basis of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act is 6,361,317 shares. The proposed maximum number of shares corresponds to approximately 35.0 percent of the Company’s registered number of shares at the time of the proposal. The authorization includes the right to deviate from the shareholders' pre-emptive subscription right. 

The authorization can be used, for example, in order to develop the Company's capital structure, to broaden the Company's ownership, to be used as payment in corporate acquisitions or when the Company acquires assets relating to its business and as part of the Company's incentive programs for personnel or for any other weighty financial reason for the Company. The authorization also includes the right to decide on the price of the shares and the criterion based on which the price is determined, as well as on the distribution of shares against consideration in kind or set-off.